1996-0924_FIELDMAN, ROLAPP & ASSOCIATES_AgreementFieldman, Rola pp & Associates
NDEPENDENI FINANCIAL ADVISORS 10 LOCAL COVERNMENT
PRINCIPALS
WILLIAM I, HELDMAN
LAWRENCE C. ROLAPP
THOMAS G. JOHNSEN AGREEMENT
THOMAS M. DEMARS
THIS AGREEMENT is made and entered into this 24th day of
September 1996 by and between the San Juan Capistrano Community
Redevelopment Agency, hereinafter referred to as "Agency," and Fieldman Rolapp
SOUTHERN CALIFORNIA OFFICE and Associates, hereinafter referred to as "Consultant."
2100 MAIN STREET
SHITE 110 WITNESSETH:
IRVINF,CA 92714
714.660.8500 WHEREAS, Agency requires professional consulting services for the
FAx 714-474-8773project described as follows: Tax Allocation Bonds for low to moderate income
housing; and
WHEREAS, Consultant represents that it/he is duly qualified to provide
NORTHERN CALIFORNIA OFFICE said service,
510.933.6096 ll NOW, THEREFORE, Agency and Consultant, for the consideration
FAx 510.933.6098 hereinafter named, agree as follows:
SECTION 1. GENERAL.
The considerations of work on the project shall be governed by the
CHARTER MEMBER conditions contained herein. In general, the tasks delineated herein are to be
NATIONAL ASSOCIATION performed with minimum direction and assistance from Agency.
OF INDEPENDENT PUBLIC
All work performed by consultant, however, shall be subject to review and
FINANCE ADVISORS approval of the Agency or Agency designee at all times.
SECTION 2. SCOPE OF TASKS BY CONSULTANT.
Subject to the terms and conditions of this Agreement, Consultant shall
perform the tasks as set forth in Exhibit A, attached and incorporated herein by
reference.
During performance of the above tasks, Consultant shall have access to
existing data in City and Agency files, and City and/or Agency shall provide copies
of any such data Consultant request at no cost to Consultant.
AUG 19 '96 17:31 FIELDMRN ROLRPP
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Phase II services will commence upon appropriate action of the Agency directing the sale of the
contemplated Bonds. Phase I services shall be deemed completed upon commencement of Phase II
services.
We will perform the following additional services in conjunction with the marketing of the debt.
I. Municipal Securities Market
Furnish the Agency with information concerning current municipal securities market
conditions and make recommendations as to the technical details of the financing, including
maturity schedules, funds, covenants, redemption features, rastings, credit enhancements and
other details which will, in our opinion, make the proposed financing most acceptable to
prospective purchasers and, therefore, marketable at the lowest possible interest rate.
II. Sale Qf Bonds
At the direction of the Agency assist the Agency in soliciting sealed competitive bids on the
Bonds.
Sealed Competitive Bids
If it is determined to sell the Bonds at sealed competitive bid, we will perform the
following services:
1. Official Stet, Accumulate and compile into an Official Statement
economic, financial, and statistical data pertaining to the proposed financing,
which Official Statement shall be prepared on the Agency's behalf and will be
satisfactory to the Agency. The Official Statement will include the Notice of
Sale.
2. Due Diligence MeedpM Prior to the production and distribution of any
Official Statement, the Agency agrees to hold a due diligence meeting(s) to verify
the accuracy of the data contained in the Official Statement and make full
disclosure of all pertinent information concerning the economy and finances of
the Agency. We will participate in such due diligence rneeting(s) and assist the
Agency in the examination of pertinent financial data.
3. Production of Official Statement. Under the supervision of the Agency, cause
to produce said Official Statement.
4. Distribution of Official Statement. Distribute copies of the Official Statement
to municipal securities underwriters.
5. UndAtWg Undo'of Official Statement. In the event the authorized financing is sold in
more than one sale of Bonds, we will update and distribute copies of the revised
Official Statement.
6. Cpnsultation/Advice. Attend any meetings concerning the Project when deemed
necessary and, in addition, be available for consultation and advice until such
Ruv.I ,kWMTRC NT.Doc
AUG 19 '96 17:32 FIELDMAN ROLAPP P•6
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time as the Bonds to finance the Project have been sold and thereafter upon
request,
7. Contaet of Bond Underwritersa Make direct contact with municipal securities
underwriters in an effort to stimulate bidding on the Bonds.
8, THE BONI! BUYER Ad. Place an advertisement in THE BOND BUYER
announcing the offering of the Bonds prior to the time bids are received for such
issue.
9. Attendance at Bid Ooenias;, Attend meetings of the Agency at which bids for
the Agency are received for the purpose of assisting in the computation and
evaluation of such bids.
1I1. RatinE
If deemed desirable, work with recognized rating service(s) in an attempt to obtain an
advantageous rating of the Bonds to be issued.
IV. InsurM% redit Facility
If deemed desirable, we will assist the Agency in obtaining a municipal bond insurance policy
or other credit facility providing for guaranteed payment of principal and interest on the
Bonds.
V. Attendants atslasina
We will compute closing figures, including accrued interest, and assist bond counsel in
coordinating events of the closing.
If a competitive We is conducted, the Agency agrees to furnish the successful bidder, at the
closing, a certificate, signed by the appropriate officials of the Agency, acting in their official
capacity, to the effect that to the best of their knowledge and belief, and after reasonable
investigation, a) neither the Official Statement nor any amendment or supplement thereto
contains any untrue statement of a material fact or omits to state any material fact necessary
in order to make the statements therein, in light of the circumstances in which they were made,
not misleading; b) since the date of the Official Statement, no event has occurred which should
have been set forth in such an amendment or supplement; nor c) has them been any material
adverse change in the operation or financing affairs of the Agency since the date of such
Official Statement.
L4XNAN1NerRCOKr.DOC
AUG 19 '96 17=33 FIELDMAN ROLAPP P.7
I. Investment of Proceeds
We will assist the Agency to arrange the investment of proceeds of the Bonds. This includes
soliciting proposals from various investment service providers.
II. Ongoing &ftinistrition
If requested, we will assist the Agency in the ongoing administrative duties of the Bonds, this
includes, but is not limited to, administrative policies and procedures, fund management,
general and specific project matters, debt activities and secondary market disclosure.
III. Additional Work
If the Agency desires additional work beyond the scope of this Agrcm=t, it will be
performed when authorized on a time and material expense basis in accordance with our then
current fee schedule.
1A. ANUmT=MT.V c
AUG 19 '96 17:33 FIELDMAN ROLRPP - P.e
For all Phase I and Phase H services to be rendered (Phase III services are optional and typically performed
atter Bond closing at Agency request) resulting in a competitive sale of the Bonds hereunder or in any sale
where we produce the preliminary and/or Final Official Statement, the Agency will pay us a fee for each
competitive sale of Bonds based upon the following schedule;
PAR VALUE OF TIM HODM EWS
-0- to $ 3,000,000 $ $29,500
3,000,001 to $ 5,000,000 $ $34,500
5,000,001 to $ 8,000,000 $ $39,500
Over $ 8,000,000 To be negotiated
The Agency will reimburse us for usual and customary out-of-pocket expenses, including, but not limited
to, the cost of printing (not word processing or xeroxing) and distributing or updating the Official
Statement, costs of financial advertising and costs incurred in connection with travel if such travel is
necessary in the furtherance of the Project and is authorized by the Agency. In connection with such travel,
it may be that we will be called on to advance the costs of airfare, hotel accommodoons, meals, and other
related expenses incurred on behalf of the Project. It is understood that such advances will be considered
as an advance to the Agency and not to any Agency official. Any advances shall be reimbursed to us
within thirty (30) days after expenses are incurred. If the financing transaction closes within thirty (30)
days after expenses are incurred, then expenses may be paid from the proceeds. Agency officials may be
required to report any advances which are not reimbursed within thirty (30) days of expenditures on their
financial disclosures statements.
In addition, if it is possible to obtain a rating on the Bonds from Standard & Poor's Corporation and/or
Moody's Investor Service and/or other rating service and/or if municipal bond insurance is available, the
Agency agrees to pay for the costs of such rating and insurance unless it is determined that the cost of
insurance shall be borne by the underwriter at the bidder's option.
Payment for all services rendered and expenses incurred pursuant to this Agreement shall(excluding
optional Phase III after market services which shall be billed hourly at the request of the Agency) be paid at
the closing. In the event of abandonment of the Project, abandonment feel shall be due and payable
immediately after such abandonment.
In the event the Project is abandoned prior to the completion of financing, the Agency agrees to pay us a fee
equal to the reasonable value of services rendered from the date of this Agreement to the data of
abandonment, not to exceed $29,500. Reasonable value for our services shall be determined by using our
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AUG 19 '96 17:34 FIELDMRN ROLRPP P.9
hourly rates in effect at the time of such abandonment, plus reimbursement for usual and customary out-of-
pocket expenses. Attached hereto is Schedule "A" of our hourly rates in effect as of the date of this
Agreement.
This Agreement shall remaim in full force and effect until the financing contemplated herein has been
completed or the Project is abandoned, whichever first occurs.
It is expressly understood that this Agreement does not intend to and is not under any circumstances to be
construed as requiring us to perform any services which constitute the practice of law. The fuuu cW
services provided are expressly made and provided to the Agency. We will not be undertaking on behalf of
the owners or beneficial owners of the Bonds a review of the Preliminary or Final Official Statement and
we assume no responsibility to the owners or beneficial owners for the accuracy or completeness therein.
We are employed in an expert financial advisory capacity to the Agency only.
The Agency, landowners, consultants and other parties dealing with the Agency or involved in the Project
will be furnishing to us various data, reports, studies, computer print-outs and other information and
representations as to the facts involved in the Project which the Agency understands we will be using and
relying upon in preparing the reports, studies, computer print-outs end other work products. We shall not
be obligated to establish or verify the accuracy of the information furnished by or on behalf of the Agency,
nor shall we be responsible for the impact or effect on its work products of the information furnished by or
on behalf of the Agency, in the event that such information is in error and therefore introduces error into
our work products.
During the performance of this agreement, Fieldman, Rolapp it Associates and any subcontractor shall not
discriminate in the employment of any person performing services under the contract on the basis of
religion, color, ethnic group identification, sex, age, sexual orientation, physical or mental disability, nice,
national origin, or ancestry of such person, nor shall they discriminate unlawfully, against any employee or
applicant for employment because of race, religion, color, national origin, ancestry, sexual orientation,
physical or mental disability, medical condition, marital status, age or sex. Any action by Fieldman,
Rolapp & Associates or any subcontractor in violation of the State of California's Fair Employment
Practices Act or similar provisions of federal law or executive order in the performance of this contract
shall be deemed a material breach of this contract.
The company also has a Drug -Free Workplace Policy and complies with state and federal provisions in this
matter.
AUG 19 '96 17:35 FIELDMRN ROLRPP P.10
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SM
We agree that services to be performed pursuant to the Agreement shall be performed in accordance with
competent professional standards. Our liability to the Agency for any breach of those professional
standards arising out of or related to the Agreement shall not exceed fees of the Agreement.
If the foregoing Agreement is satisfactory to you, please take appropriate action to authorize its acceptance
by signing and returning the original copy hereof.
Respectfully submitted,
FIELDMAN, ROLAPP & ASSOCIATES
f Heller ZuW, tIPFA
Vice President
KHZ/lc
Executed on behalf of the
Date:
1:fipq
this , day of , 1996.
aARJUAN MlrRCaRr.
a_
j � mnl l+nrimmme
San Juan Capistrano
Community
Redevelopment
Agency
September 19,1996
Ms. Katrina Heller Zucker
Fieldman, Rolapp and Associates
2100 Main Street, Suite 210
Irvine, California 92714
Re: Financial Advisor Services
Dear Ms. Zucker:
At their meeting of September 17,1996, the San Juan Capistrano Community
Redevelopment Agency Board of Directors approved the selection of Fieldman, Rolapp
and Associates to provide municipal financial advisor services for the proposed debt
issuance relating to low- and moderate -income housing. The Executive Director was
authorized to enter into an agreement with your company for those services following
review and approval by the Agency Counsel.
Please feel free to contact Cynthia Pendleton at 443-6301 if you have any questions.
Very truly yours,
Cheryl Joh so
Agency Secretary
cc: Finance Officer
32400 Paseo Adelanto
San Juan Capistrano
California 92675
714 - 493-1171
0 0
qualified, non-profit housing corporations, through the Request for Qualifications process,
to provide program management services. Staff was directed to meet with residents and
receive input about their concerns during the Request for Qualifications process. The motion
carried by the following vote:
AYES: Directors Jones, Nash and Campbell
NOES: Director Hart and Chairman Swerdlin
ABSENT: None
Finding for Consideration of Off -Agenda Item:
It was moved by Director Nash, seconded by Director Jones, and unanimously carried to find
that the following item was not available prior to publication of the Agency agenda and
consideration was necessary at this time.
T
It was moved by Director Campbell, seconded by Director Jones, and unanimously carried
that staff be directed to forward a request to the League of California Cities asking them to
work on convincing the State legislature to establish occupancy standards that are acceptable
for any city in the State. If no response is received from the League, the Agency will work
to sponsor legislation.
Direction to Staff
Staff was directed to draft a Resolution for City Council approval to Congressman Ron
Packard requesting that he sponsor legislation establishing occupancy standards at the federal
level.
ImAwulaniq
Written Communicatiom
Report dated September 17, 1996, from the Finance Officer, recommending that the formal
bid process be waived and that the firm of Fieldman, Rolapp and Associates be retained as
the Agency's financial advisor, per Schedule "A," Schedule of Fees, for proposed debt
issuance relating to low- and moderate -income housing.
Uproval of Agreement for Financial Advisor Services:
It was moved by Director Nash, seconded by Director Jones, and unanimously carried that
the contract with Fieldman, Rolapp and Associates be approved per Schedule "A," Schedule
of Fees, for proposed debt issuance relating to low and moderate income housing. The
CRA Minutes -7- 9/17/96
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AGENDA ITEM September 17, 1996
TO: George Scarborough, Executive Director
FROM: Cynthia L. Pendleton, Finance Officer
SUBJECT: Consideration of Agreement for Financial Advisor Services for Debt Issuance
Relating to Low -and -Moderate Income Housing Programs (Fieldman, Rolapp and
Associates)
RECOMMENDATION:
By Motion,
Approve Fieldman, Rolapp and Associates as municipal financial advisor for proposed debt
issuance relating to Low -and -Moderate Income Housing, and;
2. Authorize the Executive Director to execute the appropriate agreements after review and
approval by Agency Counsel.
SUMMARY:
In 1995, the City of San Juan Capistrano adopted the HOPE (Housing Opportunities Program of
Empowerment) Plan. The HOPE plan includes various programs designed to provide and maintain
Low -and -Moderate Housing units with in the City. One of the major sources of funding for these
programs is Tax Increment generated by the Community Redevelopment Agency. 20% of the
Agency's tax increment is set-aside annually to specifically fund these types of programs. In an
effort to more effectively provide adequate funding to implement housing programs, the Agency
could use public financing such as Tax Allocation Bonds. The first step in the process of public
financing is to retain an independent municipal financial advisor to perform services in conjunction
with issuance of debt. Since the cost of these contract services do not vary greatly from firm to
firm, adherence to a formal bid process is not necessary to produce the most economically feasible
result. Additionally, the Agency would save the cost of staff time associated with a formal bid
process and staff would be able to move this process along as rapidly as possible. Staff recommends
the firm of Fieldman, Rolapp and Associates to provide these services rather than pursue a formal
bid process. Staff recommends the Agency Board of Director authorize the Executive Director to
enter into an agreement with Fieldman, Rolapp and Associates for municipal financial advisor
services after review and approval by Agency Counsel.
FOR CRN COUNCIL AGEN ���
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AGENDA ITEM -2- September 17,1996
BACKGROUND:
Tax increment funds flow to the Agency annually. Each year 20% of these funds are set-aside for
Low -and -Moderate Income Housing Projects. This set-aside amounts to approximately $400,000
annually. In an effort to provide adequate funding to implement elements of the City's HOPE plan,
staff has identified public financing as the best method for generating necessary funds. This strategy
would provide the Agency with available funds for housing more rapidly than the annual revenue
stream. Basically, debt would be issued and repaid with the Agency's Tax Increment Set -Aside
revenue stream. The proceeds of that debt would then be used to fund elements of the City's HOPE
plan as they are approved by the City Council and/or Agency Board of Directors.
The Agency would need to retain outside contracts for special services such as independent financial
advisor, bond counsel, trustee, etc. The independent financial advisor acts will provide their
expertise by assisting staff with research and statistical support and preliminary work relating to the
project and debt issuance. The financial advisor will also structure the issue and assist the Agency
in the solicitation of competitive bids from underwriters for the sale of the bonds.
These services provided are standard among firms as are the costs. The only variance from one firm
to another would be in their expertise and familiarity with certain types of issues. In selecting
services of this kind, the Agency would normally implement a lengthy formal RFP process to solicit
bids for services and evaluate qualifications. Adherence to a formal bid process is not necessary in
this case to produce the most economically feasible result. Additionally, the Agency would save the
cost of staff time associated with a formal bid process move this process along as rapidly as possible.
The City and Agency have worked closely with Fieldman, Rolapp and Associates over the past ten
years and have been very impressed with their services and expertise. They are very familiar with
the Agency and would provide the most conducive working relationship with staff to move this
process forward. Fieldman, Rolapp and Associates has provided independent financial advisor
services for the City and Agency for the past ten years. Their projects include:
1987 Financial Advisory Feasibility Study of Funding a Wastewater Treatment Plant
1989 Financial Advisor on Open Space Program
1989 Financial Advisor - Proposed Assessment District 89-1, Hidden Valley Sewer Project
1990 $4,955,000 General Obligation Bond Issuance
1991 $9,050,000 General Obligation Bond Issuance
1992 $6,995,000 General Obligation Bond Issuance
1995 Financial Advisory Analysis of Existing Cooperative Agreement between Agency
and CUSD
Additionally, their firm has been available at any time for public financial information and to provide
support to City and Agency staff.
0 0
AGENDA ITEM -3- September 17, 1996
Fieldman, Rolapp and Associates has acted as Independent Financial Advisor on approximately 120
Redevelopment/Housing financing projects totaling approximately $2 billion since 1990. The firm
is ranked by the Securities Data Corp. as one of the top three financial advisors in the state. The fine
is also a charter member of the National Association of Independent Public Finance Advisors. As
a completely independent financial advisor, the firm does not underwrite or place securities This
approach to financial advisor services allows the Agency to receive the most objective advice on a
fee for service basis and develop the most cost effective approach for the debt issuance.
Attached is a draft agreement outlining the scope of services along with the cost of providing these
services. The cost will vary between $29,500 and $39,500 based on the amount of debt issued. This
is only a draft agreement that would be reviewed by Agency Counsel prior to execution by the
Executive Director.
COMMISSIONBOARD REVIEW AND RECOMMENDATIONS:
None
FINANCIAL CONSIDERATIONS:
The cost of the independent financial advisor services agreement will vary between $29,500 and
$39,500 based on the amount of debt issued. The schedules for these fees is as follows:
Par Value of the Bonds Fees
$ 0 to $3,000,000 $29,500
$3,000,001 to $5,000,000 $34,500
$5,000,001 to $8,000,000 $39,500
Over $8,000,000 To be Negotiated
These fees are commensurate with the fees charged on the City's General Obligation Bonds.
Payment for all services rendered and expenses incurred in conjunction with the Agreement would
be paid along with other costs of issuance from bond proceeds at time of issuance. In the event of
abandonment of the project, the Agency would be required to pay a fee equal to the reasonable value
of services rendered from the date of the agreement to the date of abandonment, not to exceed
$29,500. Reasonable value for services is determine by hourly rates as outlined in Schedule "A" of
the draft agreement.
E
AGENDA ITEM -4- September 17, 1996
NOTIFICATION:
Fieldman, Rolapp and Associates
2100 Main Street, Suite 210
Irvine, California 92714
Attn: Katrina Heller Zucker
ALTERNATE ACTIONS:
1. By Motion,
a. Approve Fieldman, Rolapp and Associates as municipal financial advisor for
proposed debt issuance relating to Low -and -Moderate Income Housing, and;
b. Authorize the Executive Director to execute the appropriate agreements after review
and approval by Agency Counsel.
2. Direct staff to obtain additional bids from other qualified independent firms.
3. Request additional information from staff.
RECOMMENDATION:
By Motion,
1. Approve Fieldman, Rolapp and Associates as municipal financial advisor for proposed debt
issuance relating to Low -and -Moderate Income Housing, and;
2. Authorize the Executive Director to execute the appropriate agreements after review and
approval by Agency Counsel.
Respectfully SubJmitte
Cy hia LOPendleton
fficeFr
Attachment 1 - Draft Agreement for Financial Advisory Services
AUG 19 196 17:30 FIELDMAN ROLRPP
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PRINCIPALS
WILLIAM L. HELDMAN
LAWRENCE 0. BOLA"
THOMAS C.IOHNSEN
THOMAS M. DIMARE August 19, 1996
NORTHERN CALIFORNIA OFFICE
510.933.60%
FAX 510.933.6096
CHARTER MEMBER
NATIONAL ASSOCIATION
or INDEPENDENT PUBLIC
FINANCE ADVISORS
..:.,;�i
RE: Financial Advisory Services
(FRA Project
P.3
•
Meldman, Rolapp & Asse6ates
INDEPENDENT FINANCIAL ADVISORS TD UO , GOVERNMENT
Dear Cindy:
Pursuant to your request, Fieldman, Rolapp & Associates is pleased to submit this letter .
agreement (the "Agreement") to the Redevelopment Agency. of the City of San Juan
Capistrano (the IIn„6ency") for municipal financial advisory pervicos to be performed in
conjunction with the funding of the provision of low to moderate income housing within the
Project Area (the "Project"), We understand that the fimding of the Project will be
accomplished with the proceeds of Tax Allocation Bonds (the "Bonds") to be issued by the
Agency,
We have extensive experience in handling this type of assignment. We offer to assist the
Agency in a financial advisory capacity by utilizing and making available to you the
research, statistical, and consultant staff of our organization to such extent as may be
necessary and helpful.
Ms. Katrina Heller Zucker and staff, will be directly responsible for providing financial
advisory services to the Agency.
Our firm acts strictly in an advisory capacity. We do not underwrite nor do we place
securities. We are independent financial advisors and charter members of the National
Association of Independent Public Finance Advisors. Our approach is to provide objective
advice on a fee for service basis and develop the most cost effective approach for our
clients.
RAn]UAmMe1xCONTDOC
ATTACI-MENT 1
Ms. Cynthia L. Pendleton
Administrative Services Director
SOUTHERN CALIFORNIA OFFICE
City of San Juan Capistrano
32400 Paseo Adelanto
2100 MAIN STREET
San Juan Capistrano, California 92675
SURE rtD
LLVINE,CA 93714
714.4SD•8500
Attention: Cwthia Pendelton
FAX 714.414.8773
NORTHERN CALIFORNIA OFFICE
510.933.60%
FAX 510.933.6096
CHARTER MEMBER
NATIONAL ASSOCIATION
or INDEPENDENT PUBLIC
FINANCE ADVISORS
..:.,;�i
RE: Financial Advisory Services
(FRA Project
P.3
•
Meldman, Rolapp & Asse6ates
INDEPENDENT FINANCIAL ADVISORS TD UO , GOVERNMENT
Dear Cindy:
Pursuant to your request, Fieldman, Rolapp & Associates is pleased to submit this letter .
agreement (the "Agreement") to the Redevelopment Agency. of the City of San Juan
Capistrano (the IIn„6ency") for municipal financial advisory pervicos to be performed in
conjunction with the funding of the provision of low to moderate income housing within the
Project Area (the "Project"), We understand that the fimding of the Project will be
accomplished with the proceeds of Tax Allocation Bonds (the "Bonds") to be issued by the
Agency,
We have extensive experience in handling this type of assignment. We offer to assist the
Agency in a financial advisory capacity by utilizing and making available to you the
research, statistical, and consultant staff of our organization to such extent as may be
necessary and helpful.
Ms. Katrina Heller Zucker and staff, will be directly responsible for providing financial
advisory services to the Agency.
Our firm acts strictly in an advisory capacity. We do not underwrite nor do we place
securities. We are independent financial advisors and charter members of the National
Association of Independent Public Finance Advisors. Our approach is to provide objective
advice on a fee for service basis and develop the most cost effective approach for our
clients.
RAn]UAmMe1xCONTDOC
ATTACI-MENT 1
AUG 19 '96 17:31 FIELDMRN ROLRPP P.4
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SCOPE OF SERVICES
We agree to provide the following advisory services in connection with any and all financing requirements
as they pertain to the Project:
FYIMMY7777777777-�
1. Preliminary Survey
We will confer with Agency and City staff, bond counsel, consultants, and other interested
parties for the purpose of making a preliminary survey of the Project and to assist in the
formulation of a coordinated plan and detailed timeline to fund the Project.
II. AttradgUce at Public Mee ' f r ncea
We will attend meetings concerning the Project when deemed necessary and, in addition, be
available to attend meetings and conferences to explain the effects of the proposed financing.
III. Consultation/Advice
We will be available for consultation and advice.
IV. Work Sessions and Seminars
We will be available to conduct and/or participate in work sessions and seminars, which may
be held to discuss the Project and methods of public financing.
I�AI &i MIIRCCMT.O
AUG 19 196 17:31 FIELDMAN ROLAPP
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P.5
Phase II services will commence upon appropriate action of the Agency directing the sale of the
contemplated Bonds. Phase I services shall be deemed completed upon commencement of Phase Il
services.
We will perform the following additional services in conjunction with the marketing of the debt.
I. Municival Securities Market
Furnish the Agency with information concerning current municipal securities market
conditions and make recommendations as to the technical details of the financing, including
maturity schedules, funds, covenants, redemption features, rastings, credit enhancements and
other details which will, in our opinion, make the proposed financing most acceptable to
prospective purchasers and, therefore, marketable at the lowest possible interest rate.
II. Sale of Bonds
At the direction of the Agency assist the Agency in soliciting sealed competitive bids on the
Bonds.
Sealed Competitive Bids
if it is determined to sell the Bonds at sealed competitive bid, we will perform the
following services:
Official Statement. Accumulate and compile into an Official Statement
economic, financial, and statistical data pertaining to the proposed financing,
which Official Statement shall be prepared on the Agency's behalf and will be
satisfactory to the Agency. The Official Statement will include the Notice of
Sale.
2. Due Diligence Meetings, Prior to the production and distribution of any
Official Statement, the Agency agrees to hold a due diligence meeting(s) to verify
the accuracy of the data contained in the Official Statement and make full
disclosure of all pertinent information concerning the economy and finances of
the Agency. We will participate in such due diligence meetings) and assist the
Agency in the examination of pertinent financial data.
3. production of Official Statement, Under the supervision of the Agency, cause
to produce said Official Statement.
4. Distribution of Offici Statement. Distribute copies of the Official Statement
to municipal securities underwriters.
5. Updating of Offrtial Statement. In the went the authorized financing is sold in
more than one sale of Bonds, we will update and distribute copies of the revised
Official Statement.
6. Consultation/Advice, Attend any meetings concerning the Project when deemed
necessary and, in addition, be available for consultation and advice until such
�AMMRRCONr.Mc
AUG 19 '96 17:32 FIELDMAN ROLRPP P.6
time as the Bonds to fine= the Project have been sold and thereafter upon
request,
Contact of Bond Underwriters Make direct contact with municipal securities
underwriters in an effort to stimulate bidding on the Bonds.
k THE BOND BUYER Ad. Place an advertisement in THE BOND BUYER
announcing the offering of the Bonds prior to the time bids are received for such
issue.
9. Attendance at Bid Opening, Attend meetings of the Agency at which bids for
the Agency are received for the purpose of assisting in the computation and
evaluation of such bids.
III. Rating
If deemed desirable, work with recognized rating service(s) in an attempt to obtain an
advantageous rating of the Bonds to be issued.
1V. InsurocelCredit Facility
If deemed desirable, we will assist the Agency in obtaining a municipal bond insurance policy
or other credit facility providing for guaranteed payment of principal and interest on the
Bonds.
V. Attendance at Closing
We will compute closing figures, including accrued interest, and assist bond counsel in
coordinating events of the closing.
If a competitive We is conducted, the Agency agrees to furnish the successful bidder, at the
closing, it certificate, signed by the appropriate officials of the Agency, acting in their official
capacity, to the effect that to the best of their knowledge and belief, and after reasonable
investigation, a) neither the Official Statement nor any amendment or supplement thereto
contains any untrue statement of a material fact or omits to state any material fact necessary
in order to make the statements therein, in light of the circumstances in which they were made,
not misleading; b) since the date of the Official Statement, no event has occurred which should
have been set forth in such an amendment or supplement; nor c) has there been any material
adverse change in the operation or financing affairs of the Agency since the date of such
Official Statement.
AUG 19 '96 17:33 FIELDM6 ROLAPP • P.7
I. Investment of Proceeds
We will assist the Agency to arrange the investment of proceeds of the Bonds. This includes
soliciting proposals from various investment service providers.
II. Oneoi a Administration
If requested, we will assist the Agency in the ongoing administrative duties of the Bonds, this
includes, but is net limited to, administrative policies and procedures, fund management,
general and specific project matters, debt activities and secondary market disclosure.
III. Additional Work
If the Agency desires additional work beyond the scope of this Agreement it will be
performed when authorized on a time and material expense basis in accordance with our than
current tee schedule.
euw.. MWMT.noc
AUG 19 '96 17:33 FIELDM*ROLAPP - • P.e
777-7777
For all Phase I and Phase II services to be. rendered (Phase III services are optional and typically performed
after Bond closing at Agency request) resulting in a competitive sale of the Bonds hereunder or in any sale
where we produce the preliminary and/or Final Official Statement, the Agency will pay us a fee for each
competitive sale of Bonds based upon the following schedule:
PAR VALUE of TIM BONDS Es
$ -0- to $ 3,000,000 $ $29,500
$ 3,000,001 to S 5,000,000 $ $34,500
$ 5,000,001 to $ 8,000,000 $ $39,500
Over $ 8,000,000 To be negotiated
The Agency will reimburse us for usual and customary out-of-pocket expenses, including, but not limited
to, the cost of printing (not word processing or xeroxipg) and distributing or updating the Official
Statement, costs of financial advertising and costs incurred in connection with travel if such travel is
necessary in the furtherance of the Project and is authorized by the Agency. In connection with such travel,
it may be that we will be called on to advance the costs of airfare, hotel accommodations, meats, and other
related expenses incurred on behalf of the Project. It is understood that such advances will be considered
as an advance to the Agency and not to any Agency official. Any advances shall be reimbursed to us
within thirty (30) days after expanses are incurred. If the financing transaction closes within thirty (30)
days after expenses are incurred, then expenses may be paid from the proceeds. Agency officials may be
required to report any advances which are not reimbursed within thirty (30) days of expenditures on their
financial disclosures statements.
In addition, if it is possible to obtain a rating on the Bonds from Standard & Poor's Corporation and/or
Moody's Investor Service and/or other rating service and/or if municipal bond insurance is available, the
Agency agrees to pay for the costs of such rating and insurance unless it is determined that the coat of
insurance shall be borne by the underwriter at the bidder's option.
Payment for all services rendered and expenses incurred pursuant to this Agreement sWl(cxcluding
optional Phase III after market services which shall be billed hourly at the request of the Agency) be paid at
the closing. In the event of abandonment of the Project, abandonment fees shall be due and payable
immediately after such abandonment.
In the event the Project is abandoned prior to the completion of financing, the Agency agrees to pay us a fee
equal to the reasonable value of services rendered froom the date of this Agreement to the date of
abandontuent, not to exceed $29,500. Reasonable value for our services shall be determined by using our
AUG 19 '96 17:34 FIELDMRN ROLAPP P•9
• •
hourly rates in effect at the time of such abandonment, plus reimbursement for usual and customary out-of-
pocket expenses, Attached hereto is Schedule "A" of our hourly rates in effect as of the date of this
Agreement.
This Agreement shall remain in full force and effect until the financing contemplated herein has been
completed or the Project is abandoned, whichever fust occurs.
It is expressly understood that this Agreement does not intend to and is not under any circumstances to be
construed as requiring us to perform any services which constitute the practice of law. The financial
services provided are expressly made and provided to the Agency. We will not be undertaking on behalf of
the owners or beneficial owners of the Bonds a review of the Preliminary or Final Official Statement and
we assume no responsibility to the owners or beneficial owners for the accuracy or completeness therein.
We are employed in an expert financial advisory capacity to the Agency only.
The Agency, landowners, consultants and other parties dealing with the Agency or involved in the Project
will be furnishing to us various data, reports, studies, computer print-outs and other irdbrmation and
representations as to the facts involved in the Project which the Agency understands we will be using and
relying upon in preparing the reports, studies, computer print-outs and other work products. We shall not
be obligated to establish or verify the accuracy of the information furnished by or on behalf of the Agency,
nor shall we be responsible for the impact or effect on its work products of the information furnished by or
on behalf of the Agency, in the event that such information is in error and therefore introduces error into
our work products.
During the performance of this agreement, Fieldman, Rolapp & Associates and any subcontractor shall not
discriminate in the cmployrnem of any person performing services under the contract on the basis of
religion, color, ethnic group identification, sex, age, sexual orientation, physical or mental disability, race,
national origin, or ancestry of such person, nor shall they discriminate unlawfully, against any employee or
applicant for employment because of race, religion, color, national origin, ancestry, sexual orientation,
physical or mental disability, medical condition, marital status, age or sex, Any action by Fieldman,
Rolapp & Associates or any subcontractor in violation of the State of Californias Fair Employment
Practices Act or similar provisions of federal law or executive order in the performance of this contract
shall be deemed a material breach of this contract.
The company also has a Drug -Free Workplace Policy and complies with state and federal provisions in this
matter.
SANT AMMlTRCCfM"
AUG 19 '96 17:35 FIELDMAN ROLAPP P.10
We agree that services to be performed pursuant to the Agreement shall be performed in accordance with
competent professional standards. Our liability to the Agency for any breach of those professional
standards arising out of or related to the Agreement shall not exceed fees of the Agreement.
If the foregoing Agreement is satisfactory to you, please take appropriate action to authorize its acceptance
by signing and returning the original copy hereof.
Respectfully submitted,
FIELDMAPI, ROLAPP & ASSOCIATES
Heller Zu IPFA
Vice President
KHZ/lc
Executed on behalf of the
Title:
of the
this , day of .1996.
AUG 19 '96 17:35 FIELDMANN ROLAPP P.11
SCHEDULE"A"
1�"F iA1YT;Aw i, 1+X96
Princioalz of the Firm $175 Per Hour
Vice President $150 Per Hour
Assistant Vise President $130 Per Hour
Senior Associate $95 Per Hour
Associate $95 Per Hour
Administrative Assistant S45 Per Hour
Secretarial Staff $25 Per Hour
*lite rate for the Managing Principal will be $225.00 per hour.
San Juan Capistrano
Community
Redevelopment
Agency
January 9, 1997
Ms. Katrina Heller Zucker
Fieldman, Rolapp and Associates
2100 Main Street, Suite 210
Irvine, California 92714
Re: Financial Advisor Services
Dear Ms. Zucker:
At their meeting of September 16, 1996, the San Juan Capistrano Community
Redevelopment Agency Board of Directors authorized the Executive Director to enter into
an agreement with your company for municipal financial advisor services, following review
and approval of an agreement by the Agency Counsel.
The review and has been completed and a fully -executed copy of the agreement is
enclosed for your files.
Very truly yours,
CherylJohn�dn
Agency Secretary
Enclosure
cc: Finance Officer
32400 Paseo Adelanto
San Juan Capistrano
California 92675
714 - 493-1171